Terms and Conditions
KLEOSiS – WEBSITE TERMS OF USE
This website (Site) is operated by EconAdvisory Limited (NZBN: 9429052192951) (we, our or us). It is available at: www.kleosis.com and may be available through other addresses or channels.
How you consent to these terms of use
If you access and/or use our Site, you are taken to have agreed to these terms of use (Terms). Please read these Terms carefully – if you don’t agree to them, then you must cease using our Site immediately.
When we make changes to these terms of use
We may, at any time and at our discretion, vary these Terms by publishing the varied terms on our Site. We recommend you check our Site regularly to ensure you are aware of our current terms. Materials and information on this Site (Content) are subject to change without notice. We do not undertake to keep our Site up-to-date and we are not liable if any Content is inaccurate or out-of-date.
Privacy
We respect your privacy and understand protecting your personal information is important. Our Privacy Policy (available on our Site) sets out how we will collect and handle your personal information.
Your licence to use our Site
We grant you a non-exclusive, royalty-free, revocable, worldwide, non-transferable licence to use our Site in accordance with these Terms. All other uses are prohibited without our prior written consent.
Conduct we don’t accept
When you use our Site, we expect you to abide by a certain standard of behaviour. You must not do or attempt to do anything that is unlawful, which is prohibited by any laws applicable to our Site, which we would consider inappropriate or which might bring us or our Site into disrepute. This includes:
(a) anything that would constitute a breach of an individual’s privacy (including uploading private or personal information without an individual's consent) or any other legal rights;
(b) using our Site to defame, harass, threaten, menace or offend any person;
(c) interfering with any user of our Site;
(d) tampering with or modifying our Site, knowingly transmitting viruses or other disabling features, or damaging or interfering with our Site, including (without limitation) using trojan horses, viruses or piracy or programming routines that may damage or interfere with our Site;
(e) using our Site to send unsolicited electronic messages; or
(f) facilitating or assisting a third party to do any of the above acts.
Competitors are excluded from using our Site
You are prohibited from using our Site, including our Content, in any way that competes with our business.
Information
Please note that our Content is factual information only, is not comprehensive and is for general information purposes only. Our Content is not a financial or credit service or advice including legal advice or tax advice. You cannot rely on it as such. We use reasonable attempts to ensure the accuracy and completeness of our Content, we provide our Content in good faith, make no representation or warranty in relation to it, and are not liable for any loss arising from reliance on our Content.
Intellectual Property rights
Unless otherwise indicated, we own or licence all rights, title and interest (including intellectual property rights) in our Site, all of our Content and any copyright, registered or unregistered designs, patents or trade mark rights and domain names (Our Intellectual Property). Your use of our Site and your use of and access to any Content does not grant or transfer to you any rights, title or interest in relation to Our Intellectual Property. You must not:
(a) copy or use, in whole or in part, any of Our Intellectual Property;
(b) reproduce, retransmit, distribute, display, disseminate, sell, publish, broadcast or circulate any of Our Intellectual Property to any third party; or
(c) breach any intellectual property rights connected with Our Intellectual Property, including (without limitation) altering or modifying any of Our Intellectual Property, causing any of Our Intellectual Property to be framed or embedded in another website or platform, or creating derivative works from Our Intellectual Property.
Content you upload
We encourage you to interact with our Site! You may be permitted to post, upload, publish, submit or transmit relevant information and content (User Content) on our Site. If you make any User Content available on or through our Site, you grant to us a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free licence to use the User Content, with the right to use, view, copy, adapt, modify, distribute, license, transfer, communicate, publicly display, publicly perform, transmit, stream, broadcast, access, or otherwise exploit such User Content on, through or by means of our Site.
You agree that you are solely responsible for all User Content that you make available on or through our Site. You represent and warrant that:
(a) you are either the sole and exclusive owner of all User Content or you have all rights, licences, consents and releases that are necessary to grant to us the rights in such User Content (as contemplated by these Terms); and
(b) neither the User Content nor the posting, uploading, publication, submission or transmission of the User Content or our use of the User Content on, through or by means of our Site will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
We do not endorse or approve, and are not responsible for, any User Content. We may, at any time (at our sole discretion), remove any User Content.
Third party sites
Our Site may contain links to websites operated by third parties. Unless we tell you otherwise, we do not control, endorse or approve, and are not responsible for, the content on those websites. We recommend that you make your own investigations with respect to the suitability of those websites.
What happens if we discontinue our Site
We may, at any time and without notice to you, discontinue our Site, in whole or in part. We may also exclude any person from using our Site, at any time and at our sole discretion. We are not responsible for any liability you may suffer arising from or in connection with any such discontinuance or exclusion.
Warranties and disclaimers
To the maximum extent permitted by law, we make no representations or warranties about our Site or our Content, including (without limitation) that:
(a) they are complete, accurate, reliable, up-to-date and suitable for any particular purpose;
(b) access will be uninterrupted, error-free or free from viruses; or
(c) our Site will be secure.
You read, use and act on our Site and our Content at your own risk.
Our liability is limited
To the maximum extent permitted by law, we are not responsible for any loss, damage or expense, howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent (Liability) suffered by you or any third party, arising from or in connection with your use of Our Intellectual Property and/or any inaccessibility of, interruption to or outage of our Site and/or any loss or corruption of data and/or the fact that our Content is incorrect, incomplete or out-of-date.
Indemnity
To the maximum extent permitted by law, you must indemnify us, and hold us harmless, against any Liability suffered or incurred by us arising from or in connection with your use of our Site or any breach of these Terms or any applicable laws by you. This indemnity is a continuing obligation, independent from the other obligations under these Terms, and continues after these Terms end. It is not necessary for us to suffer or incur any Liability before enforcing a right of indemnity under these Terms.
Terminating these terms
These Terms are effective until terminated by us, which we may do at any time and without notice to you. In the event of termination, all restrictions imposed on you by these Terms and limitations of liability set out in these Terms will survive.
Dealing with a problem
If you would like to give us feedback, please contact us – we appreciate your input. In the event of any dispute arising from, or in connection with, these Terms (Dispute), the party claiming there is a Dispute must give written notice to the other party setting out the details of the Dispute and proposing a resolution. Within 7 days after receiving the notice, the parties must, by someone with authority to reach a resolution, meet at least once to attempt to resolve the Dispute or agree on the method of resolving the Dispute by other means, in good faith. All aspects of every such conference, except the fact of the occurrence of the conference, will be privileged. If the parties do not resolve the Dispute, or (if the Dispute is not resolved) agree on an alternate method to resolve the Dispute, within 21 days after receipt of the notice, the Dispute may be referred by either party (by notice in writing to the other party) to litigation. Nothing in this clause will operate to prevent a party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.
If a part of these Terms isn’t right
If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision must be read down as narrowly as necessary to allow it to be valid or enforceable. If it is not possible to read down a provision (in whole or in part), that provision (or that part of that provision) is severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions in these Terms.
Which laws govern these terms of use
If you are in New Zealand and a consumer of products or services, you may have certain rights and/or remedies under the New Zealand Consumer Guarantees Act 1993. When a guarantee under the Consumer Guarantees Act 1993 is breached, you may be entitled to a range of remedies. For the avoidance of doubt, nothing in these Terms is intended to exclude, restrict or modify a consumer’s rights under the New Zealand Consumer Guarantees Act 1993.
Your use of our Site and these Terms are governed by the laws of New Zealand. You irrevocably and unconditionally submit to the exclusive jurisdiction of the courts operating in New Zealand.
Our Site may be accessed throughout New Zealand and overseas. We make no representation that our Site complies with the laws (including intellectual property laws) of any country outside New Zealand. If you access our Site from outside New Zealand, you do so at your own risk and are responsible for complying with the laws of the jurisdiction where you access our Site.
Data usage
We utilise publicly available data sources in our economic analysis and advisory services. By using our services, you acknowledge and agree that:
The data we use is obtained from reputable public sources, but we cannot guarantee its absolute accuracy or completeness.
Our analysis and forecasts are based on this public data and our proprietary methodologies.
We do not use any proprietary or confidential data from our clients in our general analyses.
You are responsible for verifying any critical data points with primary sources before making significant business decisions.
Refund Policy
Given the nature of our services, we offer the following refund policy:
For unused query credits within your subscription period:
You may request a refund for any unused credits anytime.
Refunds will be prorated based on the number of unused credits.
For used query credits:
If you are unsatisfied with the quality of our response, please contact us within 30 days of receiving the response. We will work with you to resolve the issue, which may include providing an additional query credit at our discretion, or refunding your purchase.
No refunds will be issued after your subscription period has ended.
Product service agreement
By purchasing a pack you agree to this service agreement.
Information
You agree that our analysis is not a financial or credit service or advice including legal advice or tax advice. You cannot rely on it as such. We use reasonable attempts to ensure the accuracy and completeness of our analysis, we provide our analysis in good faith, make no representation or warranty in relation to it, and are not liable for any loss arising from reliance on our analysis.
Product
KLEOSiS is an "economist-in-your-pocket" offering. The product consists of economic analysis queries, sold in predefined "packs" of 5, 12, or 52 queries. Each query entitles the client to ask one economic question, which will be answered with:
One relevant dataset and forecast
A two-paragraph narrative analysis
Queries are valid for one year from the date of purchase and expire thereafter if unused.
Payment and Subscription
The service is provided on a subscription basis, with the subscription renewing annually.
Unless otherwise agreed, payment will be made before work begins by KLEOSiS.
Unused queries do not roll over to the next subscription period.
For the purposes of this next section, KLEOSiS is referred to as The Consultant, and the client is The Client.
1. The Consultant shall perform the Services as described above.
2. The Client and the Consultant agree that where all or any of, the Services are acquired for the purposes of a business the provisions of the Consumer Guarantees Act 1993 are excluded in relation to those Services. However, nothing in this Agreement shall restrict, negate, modify or limit any of the Client’s rights under the Consumer Guarantees Act 1993 where the Services acquired are of a kind ordinarily acquired for personal, domestic or household use or consumption and the Client is not acquiring the Services for the purpose of a business.
3. In providing the Services, the Consultant must use the degree of skill, care and diligence reasonably expected of a professional consultant providing services similar to the Services.
4. The Client shall provide to the Consultant, free of cost, as soon as practicable following any request for information, all information in the Client’s power to obtain which may relate to the Services. The Consultant shall not, without the Client’s prior consent, use information provided by the Client for purposes unrelated to the Services. In providing the information to the Consultant, the Client shall ensure compliance with the Copyright Act 1994 and shall identify any proprietary rights that any other person may have in any information provided.
5. As soon as either Party becomes aware of anything that will materially affect the scope or timing of the Services, the Party must notify the other Party in writing and where the Consultant considers a direction from the Client or any other circumstance is a variation the Consultant shall notify the Client accordingly.
6. The Client may order variations to the Services in writing or may request the Consultant to submit proposals for variations to the Services.
8. All amounts payable by the Client shall be due prior to the Consultant starting work. If the Client fails to make the payment that is due and payable and that default continues for 14 days, the Consultant may provide written notice to the Client specifying the default and requiring payment within 7 days from the date of the notice. Unless payment has been made by the Client in full, the Consultant may suspend performance of the Services any time after expiration of the notice period. The Consultant must promptly lift the suspension after the Client has made the payment.
10. Where the Consultant breaches this Agreement, the Consultant is liable to the Client for reasonably foreseeable claims, damages, liabilities, losses or expenses caused directly by the breach. The Consultant shall not be liable to the Client under this Agreement for the Client’s indirect, consequential or special loss, or loss of profit, however arising, whether under contract, in tort or otherwise.
11. The maximum aggregate amount payable, whether in contract, tort or otherwise, in relation to claims, damages, liabilities, losses or expenses, shall be five times the fee (exclusive of GST and disbursements) with a minimum of $100,000 and a maximum limit of $NZ500,000.
12. Without limiting any defences a Party may have under the Limitation Act 2010, neither Party shall be considered liable for any loss or damage resulting from any occurrence unless a claim is formally made on a Party within 6 years from completion of the Services.
13. The Consultant shall take out and maintain for the duration of the Services a policy of Professional Indemnity insurance for the amount of liability under clause 12. The Consultant undertakes to use all reasonable endeavours to maintain a similar policy of insurance for six years after the completion of the Services.
14. If either Party is found liable to the other (whether in contract, tort or otherwise), and the claiming Party and/or a Third Party has contributed to the loss or damage, the liable Party shall only be liable to the proportional extent of its own contribution.
15. Intellectual property prepared or created by the Consultant in carrying out the Services, and provided to the Client as a deliverable, (“New Intellectual Property”) shall be jointly owned by the Client and the Consultant. The Client and Consultant hereby grant to the other an unrestricted royalty-free license in perpetuity to copy or use New Intellectual Property. The Clients’ rights in relation to this New Intellectual Property are conditional upon the Client having paid all amounts due and owing to the Consultant in accordance with clauses 7 and 8. Intellectual property owned by a Party prior to the commencement of this Agreement (Pre-existing Intellectual Property) and intellectual property created by a Party independently of this Agreement remains the property of that Party. The Consultant accepts no liability for the use of New Intellectual Property or Pre-existing Intellectual Property other than to the extent reasonably required for the intended purposes.
16. The Consultant has not and will not assume any duty imposed on the Client pursuant to the Health and Safety at Work Act 2015 (“the Act”) in connection with the Agreement.
17. The Client may suspend all or part of the Services by notice to the Consultant who shall immediately make arrangements to stop the Services and minimise further expenditure. The Client and the Consultant may (in the event the other Party is in material default that has not been remedied within 14 days of receiving the other Party’s notice of breach) either suspend or terminate the Agreement by notice to the other Party. If the suspension has not been lifted after 2 months the Consultant has the right to terminate the Agreement and claim reasonable costs as a result of the suspension. Suspension or termination shall not prejudice or affect the accrued rights or claims and liabilities of the Parties.
18. The Parties shall attempt in good faith to settle any dispute themselves but failing that by mediation.
19. This Agreement is governed by the New Zealand law, the New Zealand courts have jurisdiction in respect of this Agreement, and all amounts are payable in New Zealand dollars.
For any questions and notices, please contact us at:
EconAdvisory Limited (trading as KLEOSiS) NZBN 9429052192951
Email: privacy@kleosis.com
Website Terms of Use from LegalVision New Zealand.
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